PUBLIC STORAGE PROPERTIES LTD
10-Q, 1996-08-13
LESSORS OF REAL PROPERTY, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the period ended June 30, 1996

                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from          to
                              ---------   ---------

Commission File Number 0-8667
                       ------

                         PUBLIC STORAGE PROPERTIES, LTD.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                                              95-3196921
- -------------------------------                          ----------------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                           Identification Number)

       701 Western Avenue
       Glendale, California                                            91201
- ----------------------------------------                 ----------------------
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:              (818) 244-8080
                                                                 --------------



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X  No
                                       ---   ---

<PAGE>
                                      INDEX


                                                                           Page
                                                                           ----
PART I.  FINANCIAL INFORMATION

  Condensed balance sheets at June 30, 1996
    and December 31, 1995                                                     2

  Condensed statements of income for the three and six
    months ended June 30, 1996 and 1995                                       3

  Condensed statement of partners' deficit for the
    six months ended June 30, 1996                                            4

  Condensed statements of cash flows for the
    six months ended June 30, 1996 and 1995                                   5

  Notes to condensed financial statements                                     6

  Management's discussion and analysis of
    financial condition and results of operations                           7-8


PART II.  OTHER INFORMATION                                                   9


<PAGE>
<TABLE>
<CAPTION>
                         PUBLIC STORAGE PROPERTIES, LTD.
                            CONDENSED BALANCE SHEETS




                                                                                       June 30,               December 31,
                                                                                         1996                     1995
                                                                                   ------------------      -------------------
                                                                                      (Unaudited)
                                        ASSETS


<S>                                                                                          <C>                       <C>   
    Cash and cash equivalents                                                        $       130,000          $        89,000
                                                                                
    Rent and other receivables                                                                35,000                   42,000
                               
    Real estate facilities, at cost:
         Buildings and equipment                                                           7,597,000                7,493,000
                                                                                
         Land                                                                              2,511,000                2,511,000
                                                                                   ------------------      -------------------
                                                                                          10,108,000               10,004,000
         Less accumulated depreciation                                                    (4,839,000)              (4,644,000)
                                                                                   ------------------      -------------------
                                                                                           5,269,000                5,360,000
                                                                                   ------------------      -------------------

    Other assets                                                                             240,000                  354,000
                                                                                   ------------------      ------------------- 
                                                                               

              Total assets                                                           $     5,674,000          $     5,845,000
                                                                                   ==================      ===================


                           LIABILITIES AND PARTNERS' EQUITY


    Accounts payable                                                                 $        23,000          $        77,000
                                                                                
    Deferred revenue                                                                         116,000                  132,000
                                                                                
    Due to affiliate                                                                         130,000                  130,000
                                                                                
    Notes payable                                                                         15,775,000               16,351,000

    Partners' deficit:
         Limited partners' deficit, $500 per
              unit, 20,000 units authorized,
              issued and outstanding                                                      (7,700,000)              (8,052,000)
                                                                                
         General partners' deficit                                                        (2,670,000)              (2,793,000)
                                                                                   ------------------      -------------------


         Total partners' deficit                                                         (10,370,000)             (10,845,000)
                                                                                   ------------------      -------------------

              Total liabilities and partners' deficit                                $     5,674,000          $     5,845,000
                                                                                   ==================      ===================



                             See accompanying notes.
                                        2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         PUBLIC STORAGE PROPERTIES, LTD.
                       CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)



                                                            Three Months Ended                        Six Months Ended
                                                                 June 30,                                 June 30,
                                                   --------------------------------------   -------------------------------------
                                                         1996                1995                 1996                1995
                                                   -----------------   ------------------   -----------------   -----------------
                                                                                                                   (Restated)
REVENUE:
<S>                                                 <C>                 <C>                  <C>                 <C>            
Rental income                                       $       984,000     $        963,000     $     1,948,000     $     1,897,000
Dividends and other income
     (including dividends from marketable
     securities of affiliate in 1995)                         2,000                8,000               2,000              18,000
                                                   -----------------   ------------------   -----------------   ----------------- 
                                                            986,000              971,000           1,950,000           1,915,000
                                                   -----------------   ------------------   -----------------   -----------------

COSTS AND EXPENSES:

Cost of operations                                          236,000              219,000             467,000             457,000
Management fees paid to affiliate                            51,000               58,000             103,000             114,000
Depreciation                                                 98,000               87,000             195,000             168,000
Administrative                                               12,000               13,000              21,000              25,000
Environmental cost                                                -                    -                   -              22,000
Interest expense                                            374,000              383,000             689,000             771,000
                                                   -----------------   ------------------   -----------------   -----------------

                                                            771,000              760,000           1,475,000           1,557,000
                                                   -----------------   ------------------   -----------------   -----------------

NET INCOME                                          $       215,000     $        211,000     $       475,000     $       358,000
                                                   =================   ==================   =================   =================
                                                   
Limited partners' share of net income
     ($23.50 per unit in 1996 and $17.70
     per unit in 1995)                             
                                                                                             $      470,000      $      354,000
General partners' share of net income                                                                 5,000               4,000
                                                                                             -----------------   -----------------
                                                                                             $      475,000      $      358,000
                                                                                             =================   =================

</TABLE>
                             See accompanying notes.
                                        3

<PAGE>
                         PUBLIC STORAGE PROPERTIES, LTD.
                    CONDENSED STATEMENT OF PARTNERS' DEFICIT
                                   (UNAUDITED)




                                                                       Total
                                  Limited          General            Partners'
                                 Partners         Partners             Deficit
                               ------------     ------------       ------------

Balance at December 31, 1995   ($8,052,000)     ($2,793,000)       ($10,845,000)

Net income                         470,000            5,000             475,000
                                
Equity transfer                   (118,000)         118,000               -
                                -----------     ------------       ------------

Balance at June 30, 1996       ($7,700,000)     ($2,670,000)       ($10,370,000)
                               ============     ============       ============


                             See accompanying notes.
                                        4

<PAGE>
<TABLE>
<CAPTION>
                         PUBLIC STORAGE PROPERTIES, LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                                              Six Months Ended
                                                                                                  June 30,
                                                                                 --------------------------------------------
                                                                                        1996                     1995
                                                                                 -------------------      -------------------

     Cash flows from operating activities:

         <S>                                                                       <C>                      <C>             
          Net income                                                               $        475,000         $        358,000

          Adjustments to reconcile net income to net cash
               provided by operating activities

               Depreciation                                                                 195,000                  168,000
               Decrease in rent and other receivables                                         7,000                   21,000
               Amortization of prepaid management fees                                      103,000                        -
               Decrease in prepaid loan fees                                                 17,000                   16,000
               Increase in other assets                                                     (6,000)                        -
               (Decrease) increase in accounts payable                                     (54,000)                   78,000
               Decrease in deferred revenue                                                (16,000)                  (11,000)
                                                                                 -------------------      -------------------
                                          
                    Total adjustments                                                       246,000                  272,000
                                                                                 -------------------      -------------------
                                     
                    Net cash provided by operating activities                               721,000                  630,000
                                                                                 -------------------      -------------------
                                                            
     Cash flows from investing activities:

          Additions to real estate facilities                                             (104,000)                (204,000)
                                                                                 -------------------      -------------------
                                             
                    Net cash used in investing activities                                 (104,000)                (204,000)
                                                                                 -------------------      -------------------
                                                         
     Cash flows from financing activities:

          Principal payments on mortgage notes payable                                    (576,000)                (516,000)
                                                                                 -------------------      -------------------

                    Net cash used in financing activities                                 (576,000)                (516,000)
                                                                                 -------------------      -------------------
                                                        

     Net increase (decrease) in cash and cash equivalents                                   41,000                  (90,000)
                                                         
     Cash and cash equivalents at the beginning of the period                               89,000                  162,000
                                                                                 -------------------      -------------------
                                                             
     Cash and cash equivalents at the end of the period                            $       130,000         $         72,000
                                                                                 ===================      ====================


     Supplemental schedule of noncash investing and financing activities:

          Increase in fair value of marketable securities                          $              -        $         (80,000)
                                                                                 ===================      ====================

          Unrealized gain on marketable securities
                                                                                                  -                   80,000
                                                                                 ===================      ====================

</TABLE>
                             See accompanying notes.
                                        5

<PAGE>

                         PUBLIC STORAGE PROPERTIES, LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   The  accompanying   unaudited  condensed  financial  statements  have  been
     prepared  pursuant  to the  rules and  regulations  of the  Securities  and
     Exchange Commission.  Certain information and footnote disclosures normally
     included in financial  statements  prepared in  accordance  with  generally
     accepted  accounting  principles have been condensed or omitted pursuant to
     such  rules  and  regulations,   although   management  believes  that  the
     disclosures contained herein are adequate to make the information presented
     not misleading.  These unaudited condensed  financial  statements should be
     read in  conjunction  with  the  financial  statements  and  related  notes
     appearing in the  Partnership's  Form 10-K for the year ended  December 31,
     1995.

2.   In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     financial  statements  reflect all  adjustments,  consisting of only normal
     accruals,  necessary to present fairly the Partnership's financial position
     at June 30,  1996,  the  results  of its  operations  for the three and six
     months  ended June 30,  1996 and 1995 and its cash flows for the six months
     then ended.

3.   The results of operations  for the three and six months ended June 30, 1996
     are not necessarily indicative of the results expected for the full year.

4.   In 1995, the Partnership  prepaid eight months of 1996 management fees at a
     total cost of $137,000.  The Partnership  expensed  $103,000 of the prepaid
     management  fees for the six months  ended June 30,  1996.  The  balance of
     prepaid  management  fees,  $34,000,  is  included  in other  assets in the
     Balance Sheet at June 30, 1996.

5.   Certain prior year amounts have been  reclassified to conform with the 1996
     presentation.





                                       6
                                     <PAGE>
                         PUBLIC STORAGE PROPERTIES, LTD.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS
- ---------------------

Three and six months ended June 30, 1996  compared to three and six months ended
June 30, 1995:

     The  Partnership's  net income for the six months  ended June 30,  1996 was
$475,000  compared  to  $358,000  for  the  six  months  ended  June  30,  1995,
representing an increase of $117,000,  or 33%. The  Partnership's net income for
the three months  ended June 30, 1996 was $215,000  compared to $211,000 for the
three  months ended June 30, 1995,  representing  an increase of $4,000,  or 2%.
These increases are primarily a result of increased  rental income combined with
decreased  interest  expense  due to lower  outstanding  loan  balances  in 1996
compared to 1995,  partially  offset by a decrease in  dividend  income.  During
1995,  the  Partnership  held 39,911  shares of common stock in Public  Storage,
Inc., an affiliate of the  Partnership.  In November 1995, the Partnership  sold
these shares.

     Rental  income was  $1,948,000  compared to  $1,897,000  for the six months
ended June 30, 1996 and 1995, respectively,  representing an increase of $51,000
or 3%.  Rental  income was  $984,000  compared to $963,000  for the three months
ended June 30, 1996 and 1995, respectively,  representing an increase of $21,000
or 2%. These increases are primarily  attributable to increased occupancy levels
and  increased  rental  rates.  The  weighted  average  occupancy  levels at the
mini-warehouse  facilities  were 91% and 90% for the six  months  ended June 30,
1996 and 1995,  respectively.  Realized  rent for the six months  ended June 30,
1996  increased to $.71 per occupied  square foot from $.69 per occupied  square
foot for the six months ended June 30, 1995.

     Cost of operations  (including management fees paid to affiliate) decreased
$1,000 to  $570,000  from  $571,000  for the six months  ended June 30, 1996 and
1995,  respectively.  Cost of  operations  (including  management  fees  paid to
affiliate)  increased  $10,000 to $287,000  from  $277,000  for the three months
ended June 30, 1996 and 1995, respectively. This increase is mainly attributable
to increases in repairs and  maintenance,  payroll,  and  advertising  expenses,
partially offset by a decrease in management fees paid to an affiliate.

     In 1995, the  Partnership  prepaid eight months of 1996  management fees on
its  mini-warehouse  operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted
at the rate of 14% per year to  compensate  for early  payment.  During  the six
month period ended June 30, 1996, the Partnership  expensed  $103,000 of prepaid
management  fees. The amount is included in management fees paid to affiliate in
the  condensed  statements  of  income.  As a  result  of  the  prepayment,  the
Partnership  saved  approximately  $14,000  in  management  fees,  based  on the
management  fees that would have been payable on rental income  generated in the
six months ended June 30, 1996 compared to the amount prepaid.


                                       7
<PAGE>

     Interest  expense  decreased  $82,000 to $689,000 from $771,000 for the six
months  ended June 30,  1996 and 1995,  respectively.  This  decrease  is mainly
attributable to lower outstanding  principal balances on the Partnership's notes
payable.

     In 1995, the Partnership incurred cost of $22,000 to conduct  environmental
assessments  of its  properties to evaluate the  environmental  condition of and
potential  environmental  liabilities of such properties.  Those assessments did
not indicate any environmental  contamination of any of its property sites which
individually or in the aggregate would be material to the Partnership's  overall
business,  financial  condition,  or  results  of  operations.  No such cost was
incurred in 1996.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

     Cash generated from operations  ($721,000 for the six months ended June 30,
1996) has been  sufficient to meet all current  obligations of the  Partnership,
including principal repayments of the Partnership's notes payable.

     For the six months ended June 30, 1995, the Partnership  recognized $18,000
in dividends from 39,911 shares of common stock (marketable  securities) held in
Public Storage,  Inc.  ("PSI"),  one of the general partners in the Partnership.
The marketable  securities were sold in November 1995, and, as a result, no such
dividend income was earned in 1996.

     In the fourth quarter of 1990, quarterly distributions were discontinued to
enable the Partnership to increase its cash reserves for principal payments that
commenced in 1993.


                                       8
<PAGE>
                                           PART II. OTHER INFORMATION

ITEMS 1 through 5 are inapplicable.

ITEM 6  Exhibits and Reports on Form 8-K

          (a) The following Exhibit is included herein:

              (27) Financial Data Schedule
 
          (b)  Form 8 - K

               None.


                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                        
                                         DATED: August 13, 1996

                                         PUBLIC STORAGE PROPERTIES, LTD.

                                         BY:    Public Storage, Inc.
                                                General Partner




                                         BY:    /s/ Ronald L. Havner, Jr.
                                                ---------------------------
                                                Ronald L. Havner, Jr.
                                                Senior Vice President and Chief
                                                 Financial Officer
                                                  (principal financial officer)

                                       9

<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0000202953
<NAME>                        PUBLIC STORAGE PROPERTIES , LTD.
<MULTIPLIER>                                                                   1
<CURRENCY>                                     US
       
<S>                                              <C>
<PERIOD-TYPE>                                                              6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1996
<PERIOD-END>                                                         JUN-30-1996
<EXCHANGE-RATE>                                                                1
<CASH>                                                                   130,000
<SECURITIES>                                                                   0
<RECEIVABLES>                                                             35,000
<ALLOWANCES>                                                                   0
<INVENTORY>                                                                    0
<CURRENT-ASSETS>                                                         165,000
<PP&E>                                                                10,108,000
<DEPRECIATION>                                                       (4,839,000)
<TOTAL-ASSETS>                                                         5,674,000
<CURRENT-LIABILITIES>                                                    269,000
<BONDS>                                                               15,775,000
                                                          0
                                                                    0
<COMMON>                                                                       0
<OTHER-SE>                                                          (10,370,000)
<TOTAL-LIABILITY-AND-EQUITY>                                           5,674,000
<SALES>                                                                        0
<TOTAL-REVENUES>                                                       1,950,000
<CGS>                                                                          0
<TOTAL-COSTS>                                                            570,000
<OTHER-EXPENSES>                                                         216,000
<LOSS-PROVISION>                                                               0
<INTEREST-EXPENSE>                                                       689,000
<INCOME-PRETAX>                                                          475,000
<INCOME-TAX>                                                                   0
<INCOME-CONTINUING>                                                      475,000
<DISCONTINUED>                                                                 0
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                             475,000
<EPS-PRIMARY>                                                              23.50
<EPS-DILUTED>                                                              23.50
        

</TABLE>


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